1998-08-18 CRM Exhibits
RESOLUTION OFFERING TO PURCHASE THE COLLECTIVE WATER SYSTEMS OF
CAPE FEAR UTILITIES, INC. AND QUALITY WATER SUPPLIES, INC.
WHEREAS, Cape Fear Utilities, Inc. and Quality Water Supplies, Inc. (hereinafter "Cape
Fear") are North Carolina corporations engaged in the provision of water service with approximately
11,000 service connections to its water systems that serve numerous subdivisions and areas within
the unincorporated area of New Hanover County; and
WHEREAS, the systems include two elevated water tanks and approximately 170 miles of
water lines which upon appraisal by Dawson Engineering indicates a value of $21.8 million not
including additions to the system since January 1, 1996. This appraisal was in excess of$22 million
as ofJuly 1, 1996; and
WHEREAS, the County is statutorily authorized to acquire, improve, maintain, own and
operate public water systems within the unincorporated area of New Hanover County; and
WHEREAS, the County desires to acquire these water systems as part of its expansion of the
County's water and sewer services to residents of the unincorporated areas of New Hanover County'
and
WHEREAS, the County is herein willing to acquire these water systems upon such terms and
conditions recommended by the County Manager and County Attorney and their staff for approval
by the County Commissioners, which acquisition shall be funded by the issuance of tax-exempt
Certificates of Participation or Bonds (hereinafter referred to as "COPs"); and
NOW, THEREFORE, BE IT RESOLVED BY THE NEW HANOVER COUNTY BOARD
OF COMMISSIONERS THAT
1 The County Commissioners hereby offer to purchase the stock of Cape Fear Utilities,
Inc. and Quality Water Supplies, Inc. from G. William Dobo and Robert R. Dobo or their successors
in interest or assigns (hereinafter referred to as the "Owners") upon such terms and conditions as
provided by the North Carolina General Statutes, for a sum of Twenty-Two Million
($22,000,000.00) Dollars, subject to the following general terms and conditions:
a. The County shall be able to obtain financing of this acquisition
through the issuance of tax-exempt COPs or revenue bonds, at the County's sole
election.
b. The sellers ofthe stock of Cape Fear Utilities, Inc. and Quality Water
Supplies, Inc. shall be required to finance a portion of the purchase price by
accepting delivery of some amount ofthe COPs in partial satisfaction of the purchase
price and crediting the face value thereof against the purchase price to be paid at
closing;
c. Cape Fear shall donate as a charitable gift to the County any portion
of the system added after July 1, 1996,
d. Cape Fear shall donate as a charitable gift to the County the Shearin
Hills Subdivision system and one additional well site;
e. The County shall be required to purchase all of the outstanding and
issued stock of Cape Fear Utilities, Inc. and Quality Water Supplies, Inc. from the
sellers of the stock.
f. The sellers ofthe stock of Cape Fear Utilities, Inc. and Quality Water
Supplies, Inc. shall be the Owners or their assigns who shall actually deliver the
stock to the County as purchaser at closing;
g. Upon the death of the survivors ofG. William Dobo and Robert R.
Dobo and their spouses, the sellers shall be obligated to disburse to the County a sum
not less than $1 0 million dollars, less setoffs, expenses and indemnifications required
by a contract to purchase and sale;
h. The County shall incur no adverse tax liability as a result of this
purchase and sale transaction and shall be indemnified in this regard by the sellers
ofthe stock of Cape Fear Utilities, Inc. and Quality Water Supplies, Inc. subject to
the terms and conditions of a contract to purchase to be negotiated,
i. The transfer of any of the stock of Cape Fear Utilities, Inc. and
Quality Water Supplies, Inc. or this offer to any assignee of the Owners shall be
subject to review and comments by the County Attorney;
j If the County's proposal is accepted by Owners or their assigns and
a contract to purchase is entered into, closing on the acquisition of the stock shall
occur within sixty (60) days after approval of the sale by the Local Goverrunent
Commission and the North Carolina Utilities Commission or December 31, 1998,
whichever date is sooner;
k. The closing shall be subject to the County's verification of the
quantities included in the preliminary appraisal for Cape Fear Utilities, Inc. prepared
by Dawson Engineering and dated January 19, 1996 and as updated through the
month of May, 1998,
1. The final form of the contract to purchase shall be subj ect to final
approval by the County Commissioners and the County's Bond Counsel and the
Sellers and their Counsel; and,
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m. The final contract shall include all additional and customary terms and
conditions of a commercial tender offer to purchase stock, including, but not limited
to, sellcr's financing, bond issuance requirements, warranties of title with respect to
the water systems, representations, opinion of seller's counsel respecting the title to
the corporations' real property and easements, title insurance, environmental
certifications and representations and other similar provisions.
n. The County's obligation to purchase is expressly contingent upon an
evaluation by Hartman & Associates, Inc. supporting the valuation of Twenty- Two Million
($22,000,000.00) Dollars.
o. The County reserves the right to assign its interest to a joint City-County
Water and Sewer entity if, or when created.
2. The County Manager and County Attorney shall communicate the tender offer in
writing to the Owners, which written offer shall be subject to acceptance by the Owners or their
assigns for a period of one hundred and eighty days from the date hereof and may be withdrawn only
upon thirty days notice of withdrawal to the Owners.
This the/; .:t.Iudayof 4'~-L
,1998.
NEW HANOVER COUNTY
?.0~C.~
William A. Caster, Chairman
Board of County Commissioners
ATTEST
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C rk to the Board
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RESOLUTION OF SUPPORT FOR
ACQUISITION OF COLUMBIA CAPE FEAR MEMORIAL
HOSPITAL BY NEW HANOVER REGIONAL MEDICAL CENTER
WHEREAS, New Hanover Regional Medical Center has signed a Purchase
Agreement for acquisition of Columbia Cape Fear Memorial Hospital, and
WHEREAS, the New Hanover County Board of Commissioners finds that the
acquisition of Cape Fear Memorial Hospital would greatly enhance the health care
needs of New Hanover County and the surrounding region by'
enhancing medical services for the region's growing population;
allowing for collaboration on health services and operations to improve
access and convenience for patients;
making better use of medical services and space by examining ways to
control costs and avoiding unnecessary duplication;
. improving the coordination of services between the two hospitals; and
sharing a mission that permits the two hospitals to better analyze where
services are needed and can be offered more efficiently and effectively
NOW THEREFORE, BE IT RESOLVED that the New Hanover County Board of
Commissioners unanimously supports the acquisition of Columbia Cape Fear Memorial
Hospital by New Hanover Regional Medical Center
This the 18th day of August, 1998.
NEW HANOVER COUNTY
(8
1lJ~(J ~
William A. Caster Chairman
Attest to:
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C rk to the Board